In these Terms of Engagement ("Terms") Keystone Law is referred to as "we/our/us" and the clients of Keystone Law are referred to as "you/your". Keystone Law is the practising and trading name of Keystone Law Limited, a limited liability company incorporated in England. We are an international law firm and trade overseas as Keystone Law through different entities (our "Overseas Branches").

1. Introduction

We are a law firm authorised and regulated by the Solicitors Regulation Authority, whose rules may be consulted at www.sra.org.uk/rules. We provide legal services to companies and individuals.

2. Basis of charging

2.1 We charge for our services on a bespoke basis. On request and where appropriate, we offer fixed, capped, conditional and abortive fees as well as value billing. In the absence of such a request, we calculate our charges by reference to our relevant hourly rates and to the time recorded on the matter. Time is recorded to the nearest minute. We reserve the right to change our hourly rates on one month's written notice.

2.2 Where our fees or estimates are made subject to one or more conditions or provided on the basis of one or more assumptions, then, where any assumption proves to be incorrect or where any condition is breached, we reserve the right to charge instead according to our hourly rates.

2.3 In support of our legal work we offer a range of client services. These are either offered as fixed fees as set out in the attached Rate Card or on a bespoke basis. We update our Rate Card annually. The up-to-date Rate Card is available on request.

2.4 We may incur expenses (“disbursements”) on your behalf in relation to the services we provide to you. These disbursements may include charges in respect of court fees, search fees, counsel, expert witnesses, accommodation, travel and other third-party charges.

2.5 We are entitled to invoice you for the cost of disbursements incurred by us on your behalf and may ask you to provide us in advance with sufficient funds to cover such disbursements or arrange for the person providing the services to invoice you directly. We will not incur an individual expense in excess of £250 without your prior authorisation.

2.6 We will invoice you for the provision of our legal services on a monthly basis or at such other times as are appropriate. Our invoice will contain a description of the work undertaken, any disbursements and the amount of fees due. All our invoices are statutory invoices (i.e. self-contained and including all the work done in that period) unless expressly marked ‘Interim Invoice’. You agree we may send you our invoices electronically.

2.7 Disbursements-only invoices are payable on receipt. Interest of 4% above the HSBC base rate will become payable on all overdue amounts. We trust not, but should it ever become necessary for us to incur costs in recovering unpaid amounts, you agree that you shall be liable to pay such costs in full.

2.8 We shall apply any amounts that we hold on your behalf to effect payment of such of your outstanding invoices as we deem appropriate, notwithstanding instructions issued by you to the contrary at any time.

2.9 We shall retain sufficient amounts from the funds in our client account and all of your property, papers and documents until all payments due to us have been made. Where the sums retained in our client account are in a currency other than the currency of our invoice, then we shall retain an additional 25% in respect of adverse movements in the exchange rate.

2.10 When we are instructed by two or more clients to act on the same matter, each client will be jointly and severally liable to pay the full amount of our fees, disbursements and VAT, and each client irrevocably consents to information provided by it being shared with the other client(s) instructing us on the matter.

2.11 We shall use our bankers' standard currency exchange rates to convert any sums to be used in settlement of our invoices which are not already denominated in the currency of the relevant invoice. You shall be responsible for any shortfall.

2.12 The monetary values referred to in the Engagement Letter and these Terms are exclusive of VAT.

2.13 We are only able to address an invoice to you even if it is to be paid by a third party.

3. Costs on account

In appropriate cases we may need to ask you for a payment on account of costs, disbursements and VAT. The amount that we will require will depend on the circumstances and will be notified to you once we have assessed your requirements. These monies will be retained by us in our client account. From time to time, we may ask you to replenish the client account so that it does not fall below a level we set. Any funds in excess of our charges will be returned to you after the completion or termination of our services. If costs on account are required, we reserve the right not to commence or continue work for you until they have been received.

4. Money Laundering Regulations

4.1 In accordance with the Money Laundering Regulations 2007, we require documentary proof as to your identity, and, where relevant that of your beneficial owner(s), before we can represent you. This information must be renewed every three years. We may verify your identity by searching a third-party database. This may leave a footprint on your credit file, but it will not affect your credit rating. We may ask you to produce certain original documents or ask you to supply us with copies of the same suitably certified by another solicitor or other regulated professional.

4.2 We are professionally and legally obliged to keep your affairs confidential. However, we may be required by statute to make a disclosure to the National Crime Agency where we know or suspect a transaction may involve money laundering or terrorist financing. If we are required to make a disclosure in relation to your matter, we may need to cease work and may not be able to tell you that a disclosure has been made.

5. Client account facilities

5.1 We operate a client account where money belonging to you may be held in a legal trust. If you wish to deposit funds in our client account, please let us know in writing in advance and we shall provide you with a reference number which must accompany such funds. Failure to provide our reference when remitting funds may lead to a delay in the processing or onward remittance of those monies, for which we will not be responsible. Save in relation to settling your liability in respect of our fees and disbursements, or pursuant to a court order, monies will only be released from our client account in accordance with your instructions.

5.2 All monies held in our client account will accrue interest in accordance with our Client Account Interest Policy, which is available on request.

5.3 We do not accept cash payments into our client account and we will not make cash payments to you or any third party.

5.4 We shall have no liability to you for loss or damage caused by the subsequent insolvency of our bank or the refusal of or inability of our bank to action the instructions that we give them.

6. Liability and insurance

6.1 The services that we provide are solely for you and (except with our express written agreement) no other person shall be entitled to receive copies of or to rely on our advice for any purpose and we shall have no duties to any third party.

6.2 You agree that any claim arising out of or connected to your instructions will be brought only against us and not against any of our shareholders, members, partners, directors, employees, consultants, barristers, solicitors, agents or our Overseas Branches, even if they have been negligent. The fact that an individual person signs in his own name any document in the course of carrying out work for you does not mean that he is assuming any personal legal liability pursuant to that document. Each of our shareholders, members, partners, directors, employees, consultants, solicitors, barristers, agents or our Overseas Branches, even if they have been negligent is entitled to enforce this paragraph pursuant to the Contracts (Rights of Third Parties) Act 1999.

6.3 Our total liability, whether in contract, tort or otherwise, for all loss or damage arising from or in connection with your instructions, is limited to £5,000,000. This limit applies to all causes of action against us in respect of, or arising from, or in any way connected with, the work we undertake for you. Where we act for more than one client in a matter, this £5,000,000 limitation applies to our aggregate liability to all of them.

6.4 The provisions of paragraphs 6.2 and 6.3 shall have no application to any liability for death or personal injury, any other liability which cannot lawfully be excluded or limited or to liability arising as a result of fraud on our part.

6.5 In entering into this agreement you acknowledge that you have not relied on any statement, representation, warranty or assurance from us or from any of our employees, consultants or officers.

6.6 We maintain professional indemnity insurance with an insurance company that is approved by the Solicitors Regulation Authority. Summary details of our professional indemnity insurance are available on written request.

7. Storage

7.1 Our practice is to retain client files for six years from the conclusion of the matter. Depending on the file in question, we retain some files digitally and some in hard copy. After six years, client files will be destroyed in accordance with our archiving policy. Please let us know in writing if you have any objection to this.

7.2 Certain types of files (for example, property lease files) may be retained for longer periods, in accordance with our professional rules, and we will not dispose of those files before the expiry of that longer period without your consent.

7.3 Storage of client files may be provided by third-party contractors. You consent to this arrangement. You also agree to meet the reasonable costs of accessing your files in off-site storage for reasons which do not relate to on-going work.

8. Reliance and instructing third parties

8.1 We shall rely on the work and advice prepared by you and your other advisers (including those retained by us on your behalf) in connection with our instructions.

8.2 We shall not be responsible for any actions, omissions, errors or deficiencies of any third parties you ask us to recommend or instruct on your behalf. Unless we agree in writing to the contrary, you will contract directly with such third parties and be directly responsible for their fees.

9. Complaints

9.1 If you are not satisfied with our handling of a complaint, then subject to eligibility, you can ask the Legal Ombudsman (see www.legalombudsman.org.uk) to consider the complaint. Normally, you will need to bring a complaint to the Legal Ombudsman within six months of receiving a final written response from us about your complaint and within six years of the relevant act or omission.

9.2 If you are unhappy about our fees at any point, then, in addition to the remedies set out in our Complaints Policy, you may apply to court for an assessment of an invoice pursuant to Part III of the Solicitors Act 1974. However, the Legal Ombudsman may not consider a complaint about the invoice if you apply to court for an assessment. There are strict time limits that apply to this process and you may wish to seek independent legal advice.

10. Your information

10.1 All confidential information disclosed by you to us shall be treated as such. We will share your information with our Overseas Branches. We will also share your information with third parties where you permit, where required by law or regulation, where required by our insurers or where in our view doing so allows us to provide a better service to you.

10.2 We comply with the Data Protection Act 1998. We use the personal data you provide to us to maintain our client records and to comply with the legal and regulatory requirements that apply to law firms. We may share your personal data with our insurers, our regulators, our professional advisors, our colleagues and our Overseas Branches. If we share your personal data we shall require the recipient to keep it confidential and in accordance with our Data Security Policy.

10.3 You should expressly bring to the attention of the lawyers acting for you in this matter all the facts which are relevant to the provision of our services. Where you have instructed us in the past, then you should draw any relevant facts previously disclosed to us expressly to the attention of the lawyers acting for you in this matter. You have a right of access to the personal data we hold about you. We may from time to time send you information which we think might be of interest to you. If you do not wish to receive this, then please notify us in writing. We may hold copies of your personal data and other data on computers outside the EEA and you expressly consent to such transfer and processing outside the EEA.

11. Miscellaneous

11.1 If you employ a Keystone Law consultant or a consultant from our Overseas Branches on a full- or part-time basis or otherwise retain his services outside Keystone Law, you agree to pay us a sum equal to 25% of this individual’s first gross annual remuneration (including any bonuses, commissions, taxable benefits and pension contributions) by way of an Introduction Fee. This paragraph is intended to survive termination of this agreement for a period of 12 months, but it shall not apply in cases where the consultant in question introduced you to Keystone in the first place.

11.2 From time to time it may be appropriate for us to give a Solicitor’s undertaking (an "Undertaking") in connection with your matter. Where our giving of an Undertaking is a routine part of our representing you, you hereby irrevocably authorise us to give such an undertaking. Where we are required to give an undertaking in relation to any matter we believe not to be routine, then we will only do so upon your prior written instructions. You agree that your written instructions to us to issue an Undertaking are irrevocable and you irrevocably authorise us to take the action we require to fulfil our Undertaking.

11.3 On occasion, we may undertake certain investment-related activities on your behalf in the United Kingdom and elsewhere which are regulated under the U.K. Financial Services and Markets Act 2000 (the “Act”). In this respect, we are not authorised by the Financial Conduct Authority under the Act. Instead, we are authorised and regulated by the Solicitors Regulation Authority as an “exempt professional firm”. Accordingly, we can provide a limited range of investment services if a) they are an incidental part of the professional services we have been engaged to provide or b) they can reasonably be regarded as a necessary part of our professional services or c) we are otherwise permitted to provide them under that Act. The Law Society is a designated professional body for the purposes of the Financial Services and Markets Act 2000, but responsibility for regulation and complaints handling has been separated from the Law Society's representative functions. The Solicitors Regulation Authority is the independent regulatory body of the Law Society and the Legal Ombudsman is the independent complaints-handling body.

11.4 We are not regulated by the Financial Conduct Authority, although we are included on their register to carry on insurance mediation activity. Such activity includes the advising on, selling and administration of insurance contracts related to the legal services we provide. This part of our business, including arrangements for complaints or redress if something goes wrong, is regulated by the Solicitors Regulation Authority. The register can be accessed via the Financial Conduct Authority’s website at www.fca.org.uk/register and our registration number is LS 400999.

11.5 We do not give advice on the merits of investment transactions or act as a broker or an arranger of such transactions. No communication from this firm should be construed as an invitation or inducement to engage in any investment transaction or other investment activity. We are not entitled to communicate invitations or inducements to engage in investment activity on your behalf.

11.6 We, together with our Overseas Branches, are only qualified to give advice on the laws of England, Wales, the Isle of Man and the State of Qatar. The body of this Engagement Letter sets out the jurisdictional scope of our advice. In the event that our work for you involves other jurisdictions, our advice in this regard will be that of a commercial adviser. In such circumstances you should consider taking appropriate locally qualified legal advice. We will seek to bring to your attention any need or desirability for such locally qualified legal advice where we consider this relevant.

11.7 We will advise you in accordance with laws that are in force at the date our advice is provided and we will not subsequently update the advice should the law change unless specifically instructed to do so.

11.8 You may settle our invoices or put funds on account with us for fees to be incurred directly by bank transfer or, for payments of under £20,000, send payment by debit or credit card (other than by American Express) via www.keystonelaw.co.uk/payments. You shall bear the costs of sending funds to us. To cover the costs of paying by credit card we will apply a surcharge of 2.5% in the case of payments by corporate credit card, the surcharge is 1.5% for payments made by a personal credit card, additional VAT applies to these charges. Payments made by credit and debit card normally take three working days to be credited to our account. Card payments are made subject to our Refunds Policy (see www.keystonelaw.co.uk/payments/refund-policy). You may not pay more than £20,000 by credit card in any 30 day period. We shall advise you of any other transfer charges.

11.9 Save as set out in our Complaints Policy, you agree to correspond with us by email, including, but not limited to accepting our invoices by email.

11.10 It is your responsibility to identify to us any limits on the authority of those who instruct us on your behalf. We may accept instructions from any person or entity we may reasonably believe has been authorised by you.

11.11 These Terms supersede any earlier terms of engagement we may have agreed with you.

11.12 We do not accept service of documents by email

12. Termination

12.1 You may terminate our retainer at any time by giving us notice in writing. If so, you will still remain liable to pay for any work undertaken prior to our receipt of your notice of termination.

12.2 We may terminate our retainer at any time by giving you appropriate notice in writing where we have good reason – for example, if you have not performed your obligations set out herein, not settled your account when due, not provided costs on account when requested, not given us adequate instructions, where there is a conflict of interest or where mutual trust and confidence between us has been lost.

12.3 We may also suspend our retainer if a payment on account is not made within a reasonable time of being requested or if any of your accounts with this firm are overdue.

12.4 Upon our terminating or suspending our retainer we may invoice all our work in progress and disbursements which shall be payable immediately and we may further suspend or terminate any other retainers you and persons controlled by you have with us.

13. Governing law

13.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

13.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

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